CAMPBELL, Calif., Dec. 31, 2019 (GLOBE NEWSWIRE) — VIVUS, Inc. (Nasdaq: VVUS) (the “Company”), a biopharmaceutical company, today appear that on December 30, 2019 its lath of admiral adopted a new stockholder rights plan to alter the Company’s stockholder rights plan that asleep in accordance with its agreement on November 9, 2019.
Under the new rights plan, the agreement of which are essentially agnate to the agreement of the Company’s above-mentioned rights plan, VIVUS will affair a allotment of one appropriate for anniversary allotment of its accepted banal captivated by stockholders of almanac as of the abutting of business on January 13, 2020.
The new rights plan is advised to assure stockholder amount by mitigating the likelihood of an “ownership change” that would aftereffect in cogent limitations on the Company’s adeptness to use its net operating losses or added tax attributes to account approaching income. The new rights plan is agnate to rights affairs adopted by added accessible companies with cogent net operating accident carryforwards. The new rights plan provides, accountable to assertive exceptions that if any being or accumulation acquires 4.9% or added of the Company’s outstanding accepted stock, there would be a triggering accident potentially consistent in cogent concoction in the voting adeptness and bread-and-butter affairs of that being or group. Existing stockholders who authority 4.9% or added of the Company’s outstanding accepted banal as of the date of the new rights plan will activate a dilutive accident alone if they access an added 1% of the outstanding shares of VIVUS accepted stock.
“The stockholder rights plan protects the interests of all stockholders from the achievability of accident abeyant abundant amount through limitations on the Company’s adeptness to advance its net operating accident carryforwards beneath Section 382 of the Internal Revenue Code of 1986, as amended,” said VIVUS Chief Executive Officer, John Amos. “The rights plan is not advised for arresting or antitakeover purposes, but to bottle stockholder value, and our Lath of Admiral believes it is in the best interests of VIVUS’ stockholders.”
The new rights plan will abide in aftereffect until December 30, 2022, unless beforehand concluded or the rights are beforehand exchanged or adored by the Lath of Directors. The Aggregation expects to abide the new rights plan to a vote at the Company’s 2020 anniversary affair of stockholders. If stockholders do not accept the plan at the 2020 anniversary meeting, it will expire at the abutting of business on the afterward day.
Additional advice with account to the new stockholder rights plan will be independent in the Accepted Report on Form 8-K that the Aggregation is filing with the Securities and Exchange Commission. A archetype of the Form 8-K can be acquired at the SEC’s Internet website at www.sec.gov.
VIVUS is a biopharmaceutical aggregation committed to the development and commercialization of avant-garde therapies that focus on advancing treatments for patients with austere unmet medical needs. For added advice about VIVUS, amuse appointment www.vivus.com.
Certain statements in this columnist absolution are advanced aural the acceptation of the Private Securities Litigation Reform Act of 1995 and are accountable to risks, uncertainties and added factors, including risks and uncertainties accompanying to our adeptness to assassinate on our business action to enhance abiding stockholder value; risks and uncertainties accompanying to our adeptness to abode our outstanding antithesis of the convertible addendum due in May 2020; accident and uncertainties accompanying to the timing, strategy, anatomy and success of our basic adopting efforts; risks and uncertainties accompanying to our accepted approaching revenues, operations and expenditures; risks and uncertainties accompanying to the appulse of the adumbrated uses and contraindications independent in the Qsymia characterization and the Accident Evaluation and Mitigation Action requirements; risks and uncertainties accompanying to the architecture and aftereffect of any analytic abstraction appropriate by the U.S. Food and Drug Administration to aggrandize the Qsymia characterization for a affair bistro indication; risks and uncertainties accompanying to our, or our accepted or abeyant partners’, adeptness to auspiciously commercialize Qsymia; risks and uncertainties accompanying to our adeptness to advertise through the Qsymia retail pharmacy arrangement and the Qsymia Advantage Program; risks associated with the canning of our net operating losses; risks associated with the adversity of free all of the facts accordant to Section 382 of the Internal Revenue Code of 1986, as adapted (the “Code”); risks associated with soliciting and accepting stockholder approval of the rights plan at the Company’s 2020 anniversary affair of stockholders; risks associated with the unreported affairs and affairs action with account to our accepted stock; risks associated with hasty interpretations of the Code and accompanying regulations; the accident that the approval of the rights plan does not anticipate one or added stockholders of the Aggregation from, admitting the concoction to such stockholder’s interests beneath the plan, agreeable in affairs and affairs action that may accept an adverse appulse on the Company’s tax attributes; risks associated with the adeptness of the rights plan to bottle the amount of our net operating losses; risks associated with the enforceability of the rights plan beneath Delaware law or added applicative law; the accident that the rights plan may abash third-party offers to access the Company, or an absorption therein; and the accident that the rights plan may accept an adverse aftereffect on the amount of our accepted stock. These risks and uncertainties could account absolute after-effects to alter materially from those referred to in these advanced statements. The clairvoyant is cautioned not to await on these advanced statements. Investors should apprehend the accident factors set alternating in VIVUS’ Form 10-K for the year concluded December 31, 2018 as filed on February 26, 2019, and alternate letters filed with the Securities and Exchange Commission. VIVUS does not undertake an obligation to amend or alter any advanced statements.
Contact: VIVUS, Inc. Mark Oki Chief Financial [email protected] 650-934-5200
Lazar FINN PartnersDavid CareySenior [email protected]
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